Transformers Prime: Predator Wars
by HTKWolfe777
Summary: Set after the movie "Transformers Prime: Beast Hunters," Cybertron is restored, and once again on the brink of a conflict with a force more powerful than any Decepticon. Watch as we dive into an adventure with one of the most viscous Cybertronians to have never existed, and look back on his less-than-humble origins. WARNING: SPOILERS FOR MOVIE, AND TV SERIES!
1. Prologue

**_Prologue_**

_Two Years Ago..._

Starscream, the newly made Lord of the Decepticons, let out a fearsome cry as he punched a dent in one of the walls. Days like this one made him want to rip out his own Spark Chamber, those damnable Autobots always meddling like the pests they were.

But Starscream knew what would put the jolt back into his systems, and so he walked to the Medical Bay where the once great Megatron lies all but dead in stasis. All those years of patience, and planning had finally paid off. If Soundwave weren't so snoopy then Starscream would have seen the last of this ugly pile of scrap out in space when he personally ripped the shard of Dark Energon from Megatron's Spark Chamber; a shard which he still kept, hidden on the ship where only he can find it. Still the chances of their once great leader awaking were dismal at best, and so Starscream wasn't overly worried.

No, his main concern is those Autobots constantly in the way of him acquiring the Energon on this planet. Fortunately he has a plan already forming in his circuits, one that if it succeeds will make him the stuff of legends to future generations of Decepticons.

…

Starscream paces in the Medical Bay once again, waiting. Finally the Decepticon he'd been waiting for has decided to grace his new lord with his presence.

"Knockout," Starscream snaps. "Where have you been?"

"It was a long drive," Knockout explains picking dust from his person. "I'm still picking bugs out of my grill."

Starscream shakes his head sadly, "Oh, so you're one of those…"

Knockout looks up from his grooming, "Pardon?"

"I'll never understand why a Decepticon would choose an automobile form," Starscream says with a hint of disgust. "When he could fly."

Knockout shrugs, "I like the way I look in steel rims."

Starscream nods, and looks around to make sure they're not being heard, "The ship made a vote that we should have a physician restore our former Lord… or at the very least attempt to. It's a fool's errand in my opinion."

"That remains to be seen," Knockout says. "Especially since I just got here."

"Finally," Starscream growls, and then his tone get a bit lighter, a hint of excitement ringing in it. "So… have you put any thought to the other project I proposed?"

Knockout smiles, "Indeed my lord, and I can have it completed in the first stage within a few hours. Just in time too."

"Hmm?" Starscream turns to him with a raised eyebrow, "In time for what?"

Knockout crosses his arms, "Breakdown, and I made an interesting discovery in Greece. The humans there have stumbled upon an Energon deposit, ripe for the picking."

Starscream smiles, "That is interesting…"

"And here's the icing on the cake. One of the murals we found was very informative…"

…

"…and so that is the theory of how the Egyptians built the pyramids, though it has never been proven exactly."

Blah blah blah, can this day be over any faster? Thalia feels like if she has to stay in this classroom much longer she is going to die of boredom. She wonders what that would look like; staying so still you turn to stone, rotting, possibly melting where you sit. The different possibilities, morbid as they are, make her smile. She sees one minute left on the clock, and so she amuses herself with watching the teacher, imagining him melting like he got acid poured over him.

When the bell rings she's in no hurry, it's not like anywhere else is better than here. A lot of people call her Emo because she likes to dress in black, and wear black make-up. When are they going to realize that's not a bad thing? "Emo" is short for Emotional after all, and that' bad how exactly?

She doesn't bother taking the bus home, it's going to suck there anyways, and so she decides to walk it. A couple of guys slow down beside her as they drive their car, and make all sorts of jeers. She can't hear them though, she's learned to tune out the world so much that as soon as she got out of her desk she might as well have turned off her ears.

They drive off, fine by her, and she pulls out an IPod. She loses herself in the beat, only paying enough attention to traffic so as to not get hit on her way home.

And what a shame that would be…

…

Starscream steps through the door to the laboratory where Knockout is working on a top-secret project. Three drones have been stripped of their vehicle forms, and reduced straight to their protozoid bases. One of them is significantly smaller than the other two, small even for any Decepticon. It's this very protozoid that Knockout is working on.

The physician looks up from his work, "Good afternoon my lord, this one is almost ready. We had to remove much of the mass to fit the qualifications, but this warrior should be on his feet in a half hour."

"Excellent," Starscream says, rubbing his hands together. "Have you found a vehicle form for him yet?"

"I did," Knockout affirms, jerking a thumb at a computer terminal. "We did a little hacking, and found the perfect alternate form. It's small enough to have as much maneuverability as his counterpart, and the best part is it's airborne as well as a land vehicle."

Starscream laughs, "It's about time something went right for us on this ship! The Nemesis project appears to be coming along nicely."

Starscream takes a step back to look them all over, "To think, even the great Lord Megatron never conceived this. To build opposite replicas of the Autobots, and make them far more lethal than their counterparts…"

Starscream slowly frowns, "Knockout, why are there only three? I asked for no replica of Optimus Prime, but still…"

Knockout dusts his hands off, "Breakdown is wanting Bulkhead all for himself, and so I' just making N Series Decepticons of the ones called Ratchet, Bumblebee, and Arcee."

Starscream sighs, vendetta is a common trait among Decpticons. "If it hinders my plans whatsoever there will be Energon spilt," Starscream warns.

"Yes m'lord," Knockout says, and heads for the computer. "I've taken the liberty of preparing some combat modules for this occasion. Advanced Stealth Infiltration, Melee Combat, and Handheld Projectile Combat experience is ready to be downloaded right to his core consciousness."

"Hmm? No firearms?"

Knockout shakes his head, "That would be a bit too much Lord Starscream. I've already installed him with Electro-Knuckles in addition to over thirty hidden blades within his body. Plus, once I've uploaded the vehicle specs into him the suspension in his legs will make his fast enough to maneuver through automatic fire with ease as he charges an opponent head-on."

Starscream rubs his chin, "Eh… It feels like a flaw to me, but you are the expert after all. Just don't be wrong."

Knockout nods, and pulls a switch. Blue lightning arcs around the figure strapped to a table, and the figure jerks as his body is coated with protective armor. This continues for several minutes, and then Knockout shuts off the machine. "Procedure complete…"

He raises the table onto its end, and releases the restraints. A figure drops to the ground, and stands firm. He looks like a male version of Arcee with red, and black armor. His fingers are sharpened claws, and when he opens his eyes his optics are blood red with slit pupils. Starscream chuckles as he approaches the new Decepticon.

"Welcome back to the realm of the living… Nightfury…"

…

Thalia slips on her boots as the sun goes down, and puts her bag over her shoulder. Her father's passed out drunk downstairs as usual so she's going to go out, hopefully get picked up by the cops so they can see this rat-hole, and get her out of here.

She wraps her leather duster tighter around her as she heads out. She walks to the local Mc Donald's, and buys some dinner with her dad's booze money.

Suddenly some jerk almost runs over her with a motorcycle, and she glares after him. She has enough to put up with, and he was so close he could have broken her arm! She oughta give him a piece of her mind…

…

Optimus is forced to transform to catch Breakdown's missile. His back hits the window, cracking it. Fortunately the children already have the Energon draining device on the-

The squeal of a familiar engine catches his attention. He looks as a motorcycle without a rider drives up behind Breakdown. Arcee?

It drives right past Breakdown, and the Decepticon pays it no attention, neither does Knockout. Optimus only has time to register the red paint before it pops a wheelie, and transforms. Nightfury kicks him square in the chest, just below the missile, sending him through the window.

"Not good," Jack says as he tries for the controls. Suddenly a large knife spears the base of the machine, halting it in place. Optimus makes a grab for Nightfury's legs as he approaches the children, but Breakdown drags him back outside, and tosses him across the parking lot.

The kids look ready to leak all over themselves, Nightfury notes as he takes the golden sphere, and retrieves his knife. He has what he wants, so the children are of no more consequence. He tosses the sphere up high in time for Soundwave to catch it. As he flies away with it Nightfury pauses in the middle of the parking lot.

Knockout raises an eyebrow, "What is it?"

Nightfury turns with fists balled, "The Autobots are still here…"

Knockout nods, "Yes, and…?"

"And so I'm going to kill them," Nightfury says simply.

Breakdown objects, "We have the sphere, it's time to go."

"Then go," Nightfury snarls as a pair of short swords shoot out of hidden compartments in his legs. Knockout shares a look with Breakdown, and sighs. They shrug, and drive off.

"Hmph," Nightfury twirls his blades as he approaches the prone Optimus Prime. With a quick nod of his head, Nightfury's battle mask drops down to cover his face. A sound off to his right makes him jump back, just in time to dodge an Energon blast from the one called Bumblebee.

"So you want to die first, eh?" Nightfury grinds his swords together threateningly, and charges. Bee aims for his chest, but Nightfury changes forms half way to the his opponent. Bumblebee barely knows what hit him when Nightfury transforms again with a flip, driving his swords into Bee's midsection.

The blow doesn't kill him, but it puts him down. Nightfury looks up as Bulkhead charges over the top of the museum at him. He charges the Decepticon, swinging a Wrecking Fist at him whick Nightfury rolls under, delivering a shock-powered fist into the small of his back. Bulkhead screams in pain, and collapses on his front.

"That makes three," Nightfury says as the last one drives around the corner. His counterpart, the female Arcee. She transforms, leveling guns at him as they pace a circle.

"You look like me on a bad day," she quips, engaging in the age-old tradition of firefight banter. Nightfury discreetly slides a knife out through his palm, ready to throw it.

"Nightfury, what are you doing?!"

Nightfury growls as Lord Starscream's voice fills his head, "I'm about to destroy the Autobots, Lord Starscream."

"Appealing as that is, those are not your orders! Return to base immediately!"

Nightfury frowns, and sheathes the knife in his hand. He takes a step back, and jumps away from Arcee, transforming as she tries to shoot him. He speeds away as she bends down to tend to her comrades.

In his mirror, as he rounds a corner, he swears he sees a human girl watching him…

…

Nightfury is… well… furious.

"Lord Starscream, with all due respect I could have scrapped them right then, and there so why the hell did you order me to retreat?!"

Starscream is in too good of a mood to punish him, gazing at the golden orb in his hand, "Because Nightfury, this opportunity is simply too delicious to pass up."

Nightfury raises an eyebrow as he lies on the medical slab in the Warship Nemesis's Medical bay. Knockout is adding a few upgrades while Nightfury talks with Starscream.

"You see," Starscream explains. "According to Soundwave you hopelessly, no, hilariously outmatched those Autobots. Let them tend to their wounds, and accept defeat this once, and then when we use this device on that Energon Deposit Breakdown, and Knockout discovered in Greece you will terminate them."

Nightfury frowns as Starscream cackles. He doesn't approve of his overcomplicating this simple task, but he is Lord of the Decepticons so his word is law.

Knockout dusts off his hands, "There, I've installed a few upgrades which shout help. You now have a long-ranged weapon by discharging electricity from your fists. I also installed grappling claws in your forearms that you can keep collapsed for a piercing weapon."

Nightfury nods, and flexes his arms experimentally. He fires one of his Grappling Claws at a hanging cable, and pulls it into his hand. "Very nice," he approves.

Knockout smiles with pride, "I also installed you with an experimental self-repair chip just in case. Mesh-wounds should heal in seconds, and anything more serious than that just needs time so long as your Energon reserves stay filled."

Starscream smiles, "The perfect Warrior, and soon I'll have three under my command."

Nightfury opens the electrical conductors on his knuckles, staring at them while wondering just how fast he can drop a Transformer about Starscream's size.

…

Thalia closes her bedroom door, and leans back against it while sliding to the floor. If she hadn't shot that video herself she never would have believed it. She watches it again, and tries to steady her heartbeat. The red, and black robot is utterly trashing the bigger bots, and when the one about his size shows up he turns into a motorcycle, and speeds off.

She takes a deep breath, and moves onto the bed, "Just what was that?" Whatever it is, for the first time in a long time… she smiles. Quickly she heads over to her closet, and roots around in the top until she finds an old video camera. She checks to make sure it works, and after a brief hunt for the charger she plugs t into the wall. Since she was thirteen she's wanted to be a journalist, and so she plans to investigate these strange robots.

"If only I had more than my bike," she mutters. That motorcycle almost flew over the pavement, how is she supposed to catch up with a six-speed? She sighs as she just accepts that she'll just have to get lucky again.

…

Starscream chuckles to himself in ancient Greece, holding the Energon Extractor. "You definitely know how to build them, Knockout. Soundwave showed me the whole thing from Laserbeak's point of view."

Knockout crosses his arms in satisfaction, "Thank you Lord Starscream."

Starscream turns towards a deposit of Energon, and looks at his reflection in the golden orb in his hand. In an experiment he aims it at a Vehicon behind the pair of Decpeticons, and fires. Breakdown, and Knockout doge to the side as a blue beam lances between them, and hits the Vehicon square in the chest.

Starscream smiles as it buckles to the ground, and its optics darken… offline.

"Cutting it a bit close, eh Lord Starscream?" Knockout puts a hand to his chest, and the both of them cringe as Starscream aims the device at them. They decide to peek as Starscream relishes in the commanding fear that up until now only Megatron could wield… not anymore.

He turns to the old Energon deposits the humans so conveniently unearthed, and fires the beam at them. The rocks glow blue, and slowly the Energon Extractor starts to drain it.

Behind them out of view sneaks Bulkhead in some old ruins. Careful to avoid detection he slides down a slope towards them, and charges, trying to catch them by surprise.

And then he steps on a pot.

"Ooooh scrap."

Knockout, and Breakdown smirk as they face him.

"Back for seconds?" Breakdown turns his right hand into a hammer, and Knockout pulls out his electro-staff. They come at him from both sides, smiling as he glances between them. Knockout twirls his staff in an impressive lightshow as Breakdown rears back his hammer. At the last second Bulkhead ducks, just in time for Breakdown to slam his hammer into Knockout.

The Decepticon doctor is sent flying, and Bulkhead catches his staff, jamming it into Breakdown's chest. Breakdown spasms as he drops, and Bulkhead turns to face Starscream. Starscream fires the Energon Extractor at Bulkhead, and the Autobot drop to his knees.

"You're a big one," Starscream sneers. "This could take a while."

Bulkhead gets a determined look, and slowly gets to his feet. Knockout sits up, and starts running to get his staff. "Knockout to Nightfury, we need backup now!"

A Groundbridge appears in the sky, and Nightfury emerges from it. He's in motorcycle mode with wings coming out his sides. He banks as he approaches the Autobot.

"What are you doing," Starscream demands as Bulkhead struggles towards him.

"Doing what I do best… Breaking stuff." Bulkhead grabs the device, and punches Starscream in the face hard enough to smash him into the cliff wall. With Starscream out, Bulkhead crushes the Energon Extractor, and throws it at Nightfury.

The move is so unorthodox that Nightfury reacts too late, and it crashes into him. Unable to shake it, the extra weight makes him start to turn back towards the Groundbridge. Back on the Nemesis Soundwave senses the impending danger, and starts to close the Groundbridege…

BOOM!

A blue explosion lights the skies. Knockout, and Breakdown stand over Bulkhead's weakened form. "You're a glutton for punishment," Knockout chuckles.

A glow makes them turn as another Groundbridge opens. Arcee, Bumblebee, and Optimus Prime come flying through, weapons blazing.

Breakdown looks to Knockout, "Fight?"

"Mm… Drive."

They both transform, and drive away at top speed as laser pepper the ground behind them.

…

Thalia is out for an evening ride. She's put her camera on her handlebars with duct tape so in case she catches a glimpse of something she has it documented.

She thinks over what she might do with the footage once she has what she wants. She doesn't want to post it on some conspiracy website like a dork. Maybe she'll keep it to herself, make it a little side project.

A flash of light in the air catches her attention, and something slams into the ground hard enough to make it quake. She struggles to regain control of her bike, and then pedals towards to collision sight.

Once there she finds a smoking crater, and hops off her bike, abandoning it to the side. She kneels at the edge of the crater, staring.

"Is that… a motorcycle?"


	2. Chapter 1

Chapter 1

Rise

Arcee walks the newly rebuilt streets of Cybertron's capital city. The last year since Optimus Prime put the Allspark back in Cybertron's core has been successful to say the least. She misses him, they all do, but they can't dwell in the past.

The past…

She sighs as she remembers those they lost in the war, and the restoration of Cybertron. Such is the price for their way of life but…

"Hey Arcee!"

She smiles as she turns. Jack runs over to her, breathing hard. Since Cybertron's restoration the air is no longer toxic so Ratchet can Space-bridge them over on occasion. Nico is having a blast being the first to make a human study of Cybertron's culture with bulkhead, a colorful report to say the least. Bumblebee, and Ratchet are still working with Raff to swap some engineering tips.

"Hey Jack, what is it?"

Jack holds up a finger as he catches his breath. "It's… Shockwave…"

Arcee frowns. She'd seen it for herself when Megatron gave up his war-mongering. He'd claimed that after experiencing true tyranny he'd lost his taste for it.

Having Unicron in your head, controlling your body will do that to you I guess.

The Decepticons had been disbanded then. Starscream had tried to rise to power in Megatron's stead, but that was short-lived after Predaking, Skylynx, and Darksteel had gotten their claws on him.

Shockwave had been the leading researcher for the Decepticons, and a believer in their way of life. Even with everything said, and done she still doesn't trust him.

"What about him?"

He says… he wants to see you," Jack pants.

Arcee looks down, and then back at Jack, "Ratchet with him?"

Jack nods, and Arcee transforms. She'd kept her earth form out of a certain fondness for the memories that came with it. Jack hops on, slipping on his helmet before Arcee speeds down the streets.

Out in the middle of nowhere is a metallic mountain, but it's just a disguise. A gate opens in the foot of it, and Arcee speeds through. A few twists, and turns, and then she skids to a stop in Shockwave's lab. Jack hops expertly off her back as Arcees transforms back to robot form.

She spots ratchet, and nods, "Okay, what's the emergency?"

Ratchet clears his throat, "Well, as you know Predaking has been trying to coax us into remaking his race."

Arcee suppressed a shudder. The Predacons are vicious, and more powerful individually than Megatron ever was. Just the three currently in existence were almost enough to hold back Unicron's Zombie-con army…. almost.

It's a small comfort to know they can still be beaten.

"Okay, and?" She glances between them.

Shockwave turns, "I have agreed to help him."

Arcee's jaw drops. "You're… serious?"

"Indeed."

She glares at him, "You're out of your mind. If you do then it'll be The War all over again! I personally don't want to see Cybertron a desolate scrap-heap again!"

Ratchet nods, "I said the same thing more or less, but Shockwave assures me he has a failsafe in mind."

Shockwave presses a button on a terminal, and a whirring sound fills the circular room. A capsule full of liquid rises, and inside…

Arcee stares in shock, and glances at Ratchet. He seems just as stunned as her. Jack takes off his helmet.

"...Nightfury?"

Shockwave nods, "I recovered what I could of him, and restored him over this past year. I believe he could stand against any Rogue Predacons in his path."

The Autobots share a smile, and Arcee asks, "Can you bring him online?"

"Negative. He needs a Spark, and I cannot capture nor replicate one."

Ratchet sighs, "Then there goes that idea."

"Not exactly," Shockwave replies. "The twins Skyquake, and Dreadwing shared a split spark."

Ratchet rubs his forehead, "Yes, but such an anomaly is increasingly rare. And what are the chances that someone would volunteer to have their Spark split in half to restore someone as dangerous as Nightfury?"

Arcee stares at Nightfury's sleeping form, and then narrows her eyes in determination. "Use mine."

This startles everyone in the room. Ratchet gapes openly, "What?!"

"Nightfury was a warrior, and a man of honor," she explains. "Looking at it now, if i had to share my Spark with anyone I'd pick him."

Jack steps in front of her, "A former Decepticon, and you're opposite self?"

She nods, and turns to Shockwave, "How do we do this?"

He turns, and picks up a cable that makes her go still.

"The Cortical Psychic Patch," he explains. "I will supply his body with Energon while you go into his mind, and wake him."

She shudders, seeing Shockwave holding that cable brings back so many horrid memories…

She balls her fists, "Then let's do this."

She slowly lays on a slab near Nightfury's limp form. Ratchet holds her hand which she clenches tightly as Shockwave inserts the cable into the back of her head. She closes her eyes, turning her head a bit to peek at Nightfury's peaceful face.

"Brace yourself," Shockwave warns her, and plugs her into Nightfury's mind…

…

Arcee looks around in the darkness, and watches as things slowly come into focus. As she steps she can hear metal on metal, and color starts to spread from her footsteps. Light brings the world into focus around her.

"The Nemesis?" She recognizes the hallways around her, and thinks. Where on the Nemesis would Night fury be?

Knockout's laboratory.

She runs down the hall to the right room, and opens the door. She stares at the image in front of her. There lies Nightfury, restrained to a slab, unconscious. She slowly walks to him…

"Nightfury, can you hear me?"

No reaction.

Arcee leans over him, and touches his face. Her hand passes right through him, and she sighs. How is she supposed to wake him if she can't touch him, and he can't hear her?

"Nightfury, wake up," she says firmly.

No reaction.

She hmms thoughtfully as she runs a hand over his chest. It's too bad that Cybertronians don't have a pulse…

And idea comes to her, and she slips her hand through his chest armor. Something solid touches her hand… something round. Some instinct has her put a hand in Nightfury's head as well.

"Nightfury… we need you, wake up!"

Nothing… then his fingers twitch. Slowly his eyes open, and Arcee removes her hand from his head. He turns his optics towards her, and blinks. The round object in his chest feels hot, and Arcee removes her other hand.

"...Arcee?"

She nods, "It's been a while Fury."

He tries to sit up, but the restraints hold him down. He glances at them, and up at her. "What's the meaning of this?!"

She holds up her hands, "Fury, calm down, this is a Cortical Psychic Patch. We're in your head right now so I can't do much."

He looks down at his bonds, and balls his fists. "So I gotta break free myself eh? Typical…"

He growls as he strains all his strength on one hand…

The bond shatters into shards of blue, and he quickly uses his free hand to break the others. He swings his feet onto the floor, rubbing his wrists.

Arcee looks up, "Whenever you're ready Shockwave!"

…

Two years ago...

Thalia grunts as she pushes the damaged motorcycle into her garage. It's a real pain, but she'd know this bike anywhere. What are the odds that she saw a red on black colored robot turn into a motorcycle, and then find a different bike with the same colors in a crater? Not likely, she just found her research subject.

She finds the kickstand, and props the bike up as she get her video camera. She sets it up so it can see her, and the motorcycle.

"Day 1, You will not believe my luck! Not even two nights ago I saw a twenty-foot robot transform into this motorcycle. It looks pretty banged up right now though so we probably won't see that anytime tonight."

She picks up the camera, and looks over the bike with it. She blinks, and zooms in as she see wires pulling themselves together with blue energy.

"It appears to have some kind of healing factor, like an organic lifeform… it even bleeds."

She bends down so she can record the blue fluids dripping onto the ground.

"It's really going to suck if I lose my research subject before I get a good log going, but I doubt a summer helping my cousin in his mechanics shop will help much… I'll try though, now where's the Duct Tape?"

She sets the camera back so it can record her, and the bike as she gets her tools. She pulls over a tool box, and sits beside the bike as she starts looking it over.

"Funny thing, it looks just like a normal Motorcycle from a mechanical point of view. Everything except…"

She uses a pen-light to examine an odd piece of machinery near the inside of the Motorcycle. It looks a bit like a turbine, and a wheel mixed with a bunch of wires connected to it.

Suddenly a wire sparks to life in it, and the bike jumps to life… literally.

Thalia falls on her back as Nightfury looms over her, electro-knuckles armed. He's breathing hard, and his optics shift all over her wildly.

Thalia holds up her hands, "I-I-I'm sorry! I was just trying to fix you!"

What the hell am I doing? Does he speak english?!

Nightfury blinks a few times, and his optics focus on her. He frowns, and stores away his electro-knuckles. "What do you know about healing Cybertronians?"

Thalia stares, "...What's a...who now?"

He sighs what I-URG!" He rocks backwards, leaning on a wall. Thalia stands, a worried look on her face.

He glares at her, "I don't suppose you can get me some Energon?"

"I…" She shakes her head,

"Useless," he grunts, closing his eyes in pain.

Thalia glances at her camera while he's distracted, "What is it, maybe I could find some!"

He stares at her. "It's a crystal, blue, radiant. For we Cybertronians it's out lifesblood…"

She nods, "Okay, where can I find some?"

"You planet is riddled with deposits, but I cannot think of any… near…" His eyes lock on his spilt energon hungrily. Thalia steps back as his eyes change from red to blue, and twin beams fire into the Energon. Streams of it swirl around the beams, and into his metal.

Thalia watches as the wounds in his chest close up, and he stops leaking, absorbing more Energon from the floor.

She gives a low whistle, "Wow… that was cool."

Nightfury stares in uncertainty, "Strange…"

She blinks, "All Cybertronians can do that, right?"

He slowly shakes his head, rubbing the missing wounds in his chest armor. "Interesting…"


	3. Chapter 2

_**Chapter 2**_

_**Return**_

Present day

Shockwave removes the cable from them both, and they open their eyes. Arcee rubs her arms, and Ratchet puts an arm over her shoulders for comfort.

Nightfury sits up, looking carefully over his surroundings. "What the…?"

Arcee gives him a smile, "Welcome to Cybertron, Nightfury."

He frowns, and looks around again. He glares at Shockwave, making his electro-knuckles activate.

Ratchet rushes over, gripping his arm, "Wait! He's not the threat here."

Nightfury looks confused, "What? But he's a 'Con!"

"Was," Shockwave corrects. "The Decepticons are no more."

Nightfury blinks, and chuckles, "So Megatron finally snuffed it, eh?"

"Yes, and no," Arcee replies as she slips off the slab to her feet. "Bee killed megatron, but then Unicron used him to come back. He almost destroyed Cybertron, and by the time Megatron was free of Unicron… I guess he just decided he'd had enough violence for one lifetime."

Nightfury puts a hand to his head as he jumps to his feet. Jack yelps as he's nearly crushed, and Nightfury looks down at him.

"You… Where's Xena?"

Jack smiles, "Just fine down on Earth."

Nightfury nods, and steps over him to head for the door. Ratchet takes his shoulder.

"Hold on Fury, we know you miss your partner. Still, we need you here on Cybertron."

Nightfury brushes off his hand, "Then I'll be right back with Xena."

"Negative," Shockwave says. "Our foes now are the Predacons. Skilled as she is, Xena cannot survive a Predacon might."

"Do you want my help, or not?" Nightfury glares at them all.

Arcee steps forward, and nods. "Yes Fury… and can I at least get a thank-you?"

He raises an eyebrow, "What for?"

Ratchet smiles, "She gave you half her spark to bring you online again."

Nightfury blinks in surprise, and then nods offering his hand. "Then I do thank you."

She shakes his hand, "You would have done the same for me, given the chance."

He smiles, "Yes… I suppose I would."

…

In the past…

Nightfury growls in frustration as he tries his best to transform, but his T Cog still hurts too badly. He'd forced it earlier when he regained consciousness, and now he's not sure how long it will take to repair himself. Especially with his Energon reserves nearly depleted.

And the human girl here isn't making his hiding any easier. She sits there, watching him like a predatory bird, scribbling on a notepad every so often. If only Lord Starscream hadn't so heavily emphasised the need to remain hidden from the human governments…

"Don't you have school," he snaps irritably.

She shrugs, "Fuck it, nobody cares what I do anyways."

He frowns as she gets off the box she had been sitting on, and walks over, "So what's your name big guy?"

He rolls his eyes as he looks out the garage window, "It's…"

He trails off as he sees a familiar blue figure speeding by. He smiles, and makes a fist, "Arcee…"

Thalia blinks, "Well nice to meet you RC, my name is Thalia."

He slides his sharp fingers under the garage door, and slides it up, "That is not my name. I am Nightfury."

He activates his electro-knuckles, and discharges a blast into Arcee after she speeds past. Her human rider is thrown into a lawn as the shock forces her to transform, and paralyses her in place on the road.

Thalia gapes as Nightfury steps out into the open, and walks over to the fallen Autobot. "...Woah…"

Arcee's optics widen as Nightfury approaches. "Arcee to base, I've got an emergency! It's nightfury, he's-UGH!"

Her words are cut off as he pins her to the ground by her throat, a wicked smile on his face. "You had best hope you had an Energon refill lately Autobot…"

She watches in a mix of confusion, and fear as his eyes change blue. Then he hits her with the beams, and she gasps as is the wind has been knocked out of her. Blue light trails flow from her into him, and Nightfury feels his strength returning.

Jack gets on his hands, and knees, holding his shoulder as Thalia hides behind a tree. Jack stares in shock as he watches Nightfury leeching the life out of Arcee.

"Arcee!" Jack get to his feet painfully, and struggles towards them. Thalia blinks as she stares at Jack. She'd never taken the time to learn his name, but she knows she's seen him around school. She wants to ask him what his part in all this is, but she figures now isn't the time.

Nightfury releases his hold on Arcee, retracting his beams as he stands over her. She's sprawled out on the road, mouth agape, and eyes open but unseeing. The sound of an engine draws his attention up the road where a yellow sports car is speeding in his direction.

Nightfury!

He blinks as he hears Starscream over the communicator. "Yes Lord Starscream?"

Oh thank the Allspark, we thought we'd lost you! Soundwave is sending you a Groundbridge, return to base at once for medical repairs.

Nightfury eyes bumblebee as a green portal appears at Nightfury's back. "...I copy Lord Starscream, Nightfury en route."

He turns, and steps into the portal, Soundwave closing it a few seconds before Bee gets to Arcee.

Jack looks up as Bumblee lets Raff out, and transforms. "We have to get her back to base ASAP!"

Bumble bee nods, and scoops Arcee up into his arms as Ratchet opens a Groundbridge for them. Raf notes that Jack is injured, but Jack refuses to acknowledge it.

At the bunker that serves as the Autobot base Ratchet, and Bumblebee get Arcee into a repair chamber quickly so Ratchet can do a diagnostics.

"...Her vitals are stable, she just needs a refill of Energon," he reports after a few minutes. Jack lets out a sigh of relief, and explains what he saw that morning.

Optimus looks serious, more so than usual. "That is grave news indeed…"

Ratchet rubs his chin, "...It's only a hypothesis, but perhaps the explosion with the ancient relic in such close proximity to a Groundbridge is to blame. It must have taken the device, and fused it to him on a molecular level."

Bulkhead facepalms, "Scrap me! I thought it would blow him to Kingdom Come, but give him an upgrade!"

Nico leans over the rail, "Don't beat yourself up Bulk."

"I won't have to," he replies sourly. "Fury was dangerous enough without the power to suck the life out of me, but now…"

Bee whirrs sadly, and then glances at Ratchet.

Ratchet looks down, and then back up at them, "It may not be as grave as we think. Nightfury is still small by our standards, and that means he can only hold so much Energon in his form."

Bulkhead chuckles, "Right, so even if he sucks Energon outa us we can still keep ticking!"

Jack points out, "But not Arcee, they're almost the same size."

Optimus steps towards his injured Cybertronian warrior, "This is a dark hour, but it is one we shall overcome. Just as we always have whenever the Decepticons claimed an advantage over us, we will rise above the danger, and those who try to bring us down will fall."

Nightfury appears on the bridge of the Nemesis where Soundwave, Knockout, Breakdown, and Starscream are waiting for him.

"Welcome home," Starscream says in a languid voice.

Nightfury nods, and Knockout walks around his with a frown, "Interesting. Even after that blast not even your finish is scratched! Looks like the self-repair chip works."

Nightfury nods, "And that gold ball the green one hit me with left me with another gift."

Soundwave shows nightfury draining Arcee on his visor, and Starscream nods. "Yes Nightfury, we're well aware."

Soundwave looks over Nightfury's shoulder, and points. They all turn, and those who have eyes blink in surprise.

Thalia looks up at them with a smile on her face. "This… is… amazing!"

Breakdown turns his hand into a hammer, "Just a pest, I'll take care of it."

Thalia gapes, they can't be serious. Breakdown starts walking towards her, and she back up. maybe they are.

She looks desperately at Nightfury, "Hold on, you owe me!"

They all pause, and Nightfury crosses his arms, "And why is that?"

"I-I-I gave you a safe place to repair yourself! If I hadn't then those other robots would have found you!"

Starscream rubs his chin, "Is this true?"

Nightfury sighs, and closes his eyes, "I suppose… Back off Breakdown."

Breakdown laughs as he puts his hammer away. "Bringing home a stray pet huh? Getting soft on us?"

Nightfury abruptly blasts him with a discharge from his knuckles, and holds a sword to his throat as he's down. "What do you think?"

Thalia can't stop staring, "What are you people?"

Starscream, the braggart that he is, steps in to explain. "We are Decepticons of the planet Cybertron, the most powerful beings in the entire galaxy! Unlike those soft-cored Autobots, we realize that the only way to lasting peace is to violently enforce it. As such, we've been at war with them for eons, but now that I lead the Decepticons we shall rule not only the planet of Cybertron, but of every planet to ever exist!"

Thalia listens intently, from what she's seen she believes him. She smiles, and walks over, "I want in."

That brings Starscream up short, "I beg your pardon?"

"I said I want in," she repeats. "I know more about this planet than you do, and I want a good view when this planet burns to nothing."

Starscream kneels to look her at more her level, "You would betray your own people? ...Maybe you have the makings of a Decepticon."

She crosses her arms, and looks him in the eye, "They're not my people. All my life all I've seen is how corrupt, and ruined the human race is. I've seen you guys in action both this morning, and at the museum. If there's going to be a war on Earth then I want to be on the winning side."

Starscream chuckles, "You impress me child… still, what can one puny human offer the Decepticons?"

She smiles, and looks to Nightfury, "I know that boy that was with Arcee, he goes to my school."

Starscream's eyes brighten, and his smile gets wider, "Oh yes… that will do nicely. Welcome to the Decepticons Miss…?"

She thinks it over, and then smiles, "Call me Xena."

Nightfury scowls, "That is not your name."

She scowls right back at him, "Thalia is a name given to me by humans. If I'm going to be a Decepticon I need a new one. Xena is a legendary warrior princess, and I want Thalia to me my disguise just like you all have yours."

They glance between each other, and then Starscream nods.

"Welcome to the Decepticons, Xena."


	4. Chapter 3

**_Chapter Three_**

**_Rebirthing_**

_Present day…_

She runs, and rolls under the gunfire, landing with her back to a metal crate. A grenade soars over her head at the soldiers now in front of her, and she blasts it with a Desert Eagle handgun. She then pokes the end of it around the side of the crate, firing at random seemingly at random, but with trained movements. A few enemy soldiers scream, and she reaches under her long black coat, pulling an Uzi off her leg. She runs sideways, blasting both guns as she makes for cover closer to the enemy.

Once behind a new crate she touches a button on the side of her helmet, "Eyes in the sky, this is Princess reporting in. Thirty-two hostiles sighted, and ten are already down."

"Roger that, hold your position Xena."

She peeks around the crate at the wounded soldier on the ground, one of her own that was wounded in a classic rookie charge of the enemy. She sees one of the enemy aiming at the downed soldier, and she pops him off with a shot to the forehead.

"Negative command, we've got a man down, and he's dead meat if i don't get him pronto."

"Xena-"

"Out!" She cuts the connection, and spots a barrel of oil. Last night's shipment must have only got off the Tanker. She takes a grenade, and duct-tapes it to the barrel, pulling the ring. Next with surprising strength she throws the barrel high, and the enemies dodge out of the way.

She nods to herself as she counts the seconds, and charges for the wounded man two seconds before the grenade goes up.

She kneels between the wounded man, and the heat of the explosion, her flame-retardant kevlar coat shielding them both.

"Command… make that zero hostiles."

_"Simulation Terminated."_

Xena stands as the world pixelates around her, and heads for the exit. William Fowler, liaison between Cybertronians, and humans. He's become the official Ambassador for that since word of the Transformers went world-wide.

"Well done," he praises. "He'd have been proud of you."

She nods, and rubs her arm. "I know… best damn partner I ever had."

Fowler pats her shoulder, "No arguments, it only would have gotten better if you'd been partnered with a Prime."

She shakes her head, "Now Will, not even then."

He nods, and looks down. You never forget your real first friend. His phone rings, and he pulls it out. "Talk to me Ratchet."

He listens, blinks, and smiles.

Xena tilts her head as he hangs up. "What?"

"Ratchet sent you a present, it's waiting outside."

She smiles inside her helmet. Ratchet always sent her the fun toys. She walks out front, and looks around. She sees nothing, and her instincts tell her something's wrong…

A large shadow descends on her, and she leaps, rolling out of the way as something heavy slams into the concrete where she used to be.

A Cybertronian!

She whirls, a pair of Uzis out, aiming for joints… just like the Transformer in front of her taught her to.

She slowly lowers her weapons. "...Fury?"

He smiles, and stands. "Hello Thalia."

…

_In the past…_

Thalia tilts her head as she aims a ninja star down with her arm. Nightfury watches with a bored expression. Why Lord Starscream had decreed _him _the human's babysitter is something he just can't understand.

"_What _are you doing," he says in a bored tone.

She looks over at him, "Practicing, if I'm going to be your partner then i need to learn how to fight."

"In that case stop, because you're _not _my partner," he growls. "You're a spy, not a warrior. Lord Starscream only wants you to observe, and possibly integrate yourself into their ranks. You don't need to know how to fight."

She puts her hands on her hip, "Oh yeah? Well what if I gotta get those kids the Autobots have? What are the odds that _they _are training? If I have to fight them then I'll have an edge."

Nightfury can't argue that so he looks away, ignoring her.

"Hey," she says, walking over. "C'mon, give me a few pointers! You're a freaking badass here, you can teach me!"

He groans, "If I do then will you leave me alone?"

She nods, smiling smugly.

"Fine," He says, bending to her level. "When in a fist-fight you go for the joints. Whenever something is made to bend it's always weakest at the joint. That will make an opening to strike vital points."

She nods, listening seriously. "Okay, got any way I can practice?"

He snorts derisively, "If more Autobots find their way onto the ship then you can watch me. Honestly, if Starscream would stop with his power-plays over Megatron…"

They'd caught Bumblebee, and Arcee on the ship doing a Cortical Psychic Patch on Megatron, they have no clue why. They only know that sense then Megatron's body has been a living husk with no brain activity. There has been talk of laying it down to rest, but Soundwave has persuaded Starscream to keep the body on board. As far as nightfury is concerned Starscream only agreed so he could keep the body as a trophy of sorts.

Thalia nods, "Yeah, how does anything ever get done around here with all the backstabbing?"

"Honestly I'm not sure," Nightfury admits. "If I were to stab someone I prefer to do it from the front."

Thalia smiles with raised eyebrows, "Did you just make a funny?"

"I did not, I spoke the truth."

The door opens, and Breakdown walks in carrying a box roughly the size of a truck. "Hey Nightfury, I got some toys for your pet."

Nightfury ignores the jibe, and crosses his arms. Breakdown sets the box down, and opens it. Thalia climbs a computer terminal to have a look, something she's gotten very good at in the past weeks. She gapes as breakdown turns the lid towards her, and props it on the terminal like a ramp.

She carefully makes her way across it, and kneels at the edge of the box's opening. Inside is a wide variety of weapons… human weapons.

"Did you rip these off?" She looks up at him. At his confused expression she clarifies, "You stole these?"

He scoffs, "Nah, i just walked up to them, and asked nicely for them."

"Touche," she says, and climbs down into the box. She starts looking over the boxes of ammunition, and explosives. "I might wanna start doing research on these, learn how to use them."

She picks up a bit of black material, and it turns out to be a long black coat. She smiles, and reads the box it was in. "Kevlar huh? Well what human decepticon doesn't need a bulletproof coat?"

Nightfury looks down in on her, skeptical. "You don't need these, those humans are never armed."

"No, but that's not to mean we won't come face to face with ones that _are,_"she retorts. She slips on the coat. It's a bit big, but she'll grow into it. She also puts on a belt with a two long knives, and puts a few grenades in a pouch at the back of her hip.

As she spots a few loaded bullet clips, and starts memorizing rounds Nightfury turns to Breakdown. "So how's the plan going?"

Breakdown shrugs, "I don't know, the ice is still frozen down there so I guess it's not done yet."

Nightfury sighs, "This is tiresome. Starscream realizes that with the planet flooded we can't get to Energon deposits, right?"

"You gonna complain to his face?"

Nightfury shakes his head, "But I want to. And I swear that if he ever poses a threat to the Decepticons I won't hesitate to take his head."

"...You are one cold son of a-"

_"Breakdown, this is Knockout. We have some party guests outside…"_

"On my way," he replies, turning to run out of the room. Thalia glances up at him as she puts on a pair of thigh holsters, and puts a handgun in each. The inside of her coat has conveient slots for more clips. She looks around for the clips that fit, and are already loaded.

Nightfury watches her climb out of the box, and she puts a hand on her hips. She's smiling with warmth, something no true Decepticon does unless they've just spent the last few hours dismembering an Autobot bolt by bolt.

"Why are you smiling?"

She looks up at him, and blinks in surprise, "Well… My life _means _something now Fury. I have a purpose. Before it was just living through each day, going through the motions, but now…"

Nightfury considers her words. She's not stupid, thank the Allspark, but something about what she says reaches the back of his mind. A purpose…

_"Nightfury!"_

He winces, "Yes lord Starscream?"

_"Optimus Prime is on deck, get him!"_

He smiles, some orders are worth following. "At once Lord Starscream…"

He transforms, and speeds through the halls to the deck of the ship, just in time to see Prime smashing into the Heat Ray that Starscream built.

"Aw scrap," Nightfury mutters, and takes cover from the explosion. Optimus is sent into the frozen arctic below where Knockout, and Breakdown are finishing a battle with the Autobots. He frowns in thought… where is Bumblebee?

He looks up, and sees Starscream baring down on Optimus from a high altitude… then suddenly another aircraft forcibly intercepts him, the both of them landing on a wing of the Nemesis. Starscream tumbles nearly off the wing as the other Cybertronian lands firmly on his feet.

Megatron.

Nightfury watches in wonder as Megatron approaches megatron, and grabs him by the head, dragging him back to the ship as the former lord of the Decepticons begs for his life.

Thalia watches from behind nightfury's foot as Megatron throws the thoroughly beaten Starscream onto a medical slab for Knockout to deal with.

"Perhaps next time you will remember that I am not so easily extinguished," Megatron growls at Starscream.

"Yes...master," Starscream chokes out.

Megatron turns on Nightfury, easily towering over him. "Now, as for you…"

Nightfury puts one hand over his chest, and bows, "Lord Megatron, I am your loyal servant."

Megatron's expression doesn't change, "I doubt Starscream could teach anyone anything about loyalty. I am a firm believer that actions speak louder than words so I will allow you to live."

Nightfury nods, and Megatron glances down at Thalia. "As for the girl, I am not so quick to write off a potential tool. So long as she is not a nuisance I will allow her to stay in your care."

Nightfury nods, and Thalia does a little curtsy with the folds of her coat. "Thank you Lord Megatron," she says. Megatron nods, and walks off. Knockout bows to him as he opens a door, walking away. Then the Decepticon doctor walks over, holding something in a fist.

"I figured since we were keeping her I'd get onboard with making her battle-worthy," he says, bending to her level, and opening a fist. Inside is a black motorcycle helmet. "Soundwave helped me put it together. It has a communications radio along with a few other gizmos thrown in light heat-sensing vision, and sonar detection. If nothing else it can make you a valuable probe in the field.

Thalia nods, and takes it. "Thank you."

Knockout blinks, and smiles, "You're welcome." She's certainly more polite than most Decepticons he knows. Thalia slips the helmet over her head, and feels it adjust to her head size. She smiles as she imagines herself decked out for battle, and cracks her knuckles as she follows Nightfury to continue her training.


	5. Chapter 4

_**Chapter Four**_

_**Reflection**_

_Present Day_

"A split Spark?" Thalia still can't believe her ears as she rides on Nightfury's back to the Cybertronian outpost in Nevada.

"Yes," Nightfury says simply.

She chuckles, "I always knew you two had a thing for each other."

"Oh please," he grumbles as they are allowed through the front gates. "Realistically I don't think Acree, or I would ever settle down with anyone, let alone one another."

"Yeah," Thalia sighs, and holds on as Nightfury steers into the warehouse-like hangar. She blinks when she sees a familiar face.

Nico waves, "Xena! Fury!" She runs down the stairs, dressed in camouflage. After the war had moved off of Earth she'd joined the Special Forces after she turned eighteen.

Thalia hops off of Nightfury as he transforms, and stands. "Oh you…"

Nico puts her hands on her hips, "What's _that _supposed to mean?"

"Just that two years hasn't made you any less annoying."

Thalia elbows his ankle lightly, "Be nice."

He just crosses his arms a Bulkhead stomps over. "Hey Fury! How was the scrapheap?"

"Boring," he says dryly, watching the humans rebonding.

…

_In the past_

Soundwave ope, appearing in a deserted alleyway. She sighs as the groundbridge closes, and she heads around the corner to her school. Time to prove her worth to Lord Megatron.

She has watchful eyes in the hallways as she looks for her targets. She sees a young boy walking down the hallway, and smiles. Raffael, BUmblebee's partner. He's currently weighed down by some books.

She leans back on the wall, and presses her foot down on a water bottle on its side. Two holes in the lid let her spray the floor wet just before…

"WOAH!"

Raff slips, his books going skyward as he hits the floor. Some students nearby laugh, and Thalia steps forward, catching a few books.

She asks in well practiced concern, "Are you okay?"

"Yeah, thanks," he groans, getting to his feet. She helps him to his feet, and offers to carry half the load to his next class. He nods with a smile, "Thanks, I'm Raff by the way."

"Thalia," she replies, shaking his hand. She smiles, and feels like laughing. This is way too easy.

Later during lunch she pulls out her cellphone, punching in a code that sends a signal back to the Nemesis. Megatron's face comes on the screen of her phone. "Yes?"

"Phase one complete, Master," she reports. "I've made contact with their youngest, and he seems to trust me so far."

He sighs, "Results, however small, are appreciated."

She nods, "I'll report in person in a few hours Lord Megatron, Xena out."

She disconnects the line, and slips out into the playground. Suddenly a group of boys block her path, one of them having blond hair, and a leather jacket.

"Where ya goin' freak," he chuckles. Thalia wants to go for the knife hidden in her sleeve, but refrains. Lord megatron wouldn't take kindly to her being suspended, postponing her responsibilities to the Decepticons. Besides, she'll get a chance for revenge eventually. In the meantime she tries to move around him, ignoring the jive.

He grips her arm, "I asked you a question."

"Let me go," she growls in warning.

"HEY!"

They look over to see Jack, Nico, and Raff walking over. A teacher supervising them senses their tension, and starts headed in her direction. The bullies decide to move on, about as interested in suspension as she is.

Jack watches them go, and asks her, "Are you alright?"

She nods with a smile, "Yeah thanks. Hey Raff."

"Hey," he smiles.

Nico smiles, "Oh you two know each other?"

"We met earlier today," Thalia explains. "I guess I owe you guys one for chasing them off."

Jack waves his hands casually, "No, no, really it's fine."

She brushes a lock of hair behind her ear, "Can we be friends at least?"

Jack smiles, "Sure, wanna join us for lunch?" She nods with a smile, Lord Megatron will be most pleased indeed.

Megatron smiles down at his little spy, "Well you certainly work fast little one."

Nightfury nods, maybe a little impressed. "Now once we find out where the humans live we can set a trap for the Autobots."

"Perhaps," Megatron muses. "But a spy will be useful… particularly if we can find out where the Autobot base is."

Thalia smiles, "They're hopelessly naive Lord Megatron, getting them to trust me that much won't be too hard."

He nods, "Indeed, particularly if they don't have a choice in the matter."

Thalia blinks, "My Lord?"

"The humans they have now were forced among them by circumstance," he explains. "We shall simply arrange another such circumstance. Knockout, Breakdown, assemble a group of Fliers." The two nod, and walk off to do as instructed.

Nightfury unfolds his hands from behind his back, "What of me Lord Megatron? It would be most convincing if your finest warrior was put into battle."

"Don't flatter yourself so," Megatron scoffs. "You have yet to prove anything to me yet Nightfury."

"In all fairness my Lord I haven't had the chance to," Nightfury says, crossing his arms.

Megatron nods, "A compelling point… Very well, you may assist in the coupe."

Nightfury nods, "I'll be sure to take out at least one of the Autobots."

Megatron chuckles, "If you can."

The next day after school Thalia waves goodbye to the others, and turns as she hears a motorcycle engine approaching. Nightfury in motorcycle form rolls up with a hologram of a rider on his back, and she stops.

"Get on," he says.

From across the parking lot Jack watches, and his eyes bulge as he spots Nightfury. He says something rapidly to Arcee as he puts on his helmet.

Once no one is looking Nightfury turns off the hologram, and Thalia hops on.

_They see the bait, now let's see if they bite…_

Nightfury drives off, and she watches in his mirror for the other Transformers. She smiles as through squinted eyes she can see Jack on a motorcycle, and a yellow sports car drive a good distance behind them.

"So far so good," she says. "Remember your lines?"

"Just don't screw up your part," he retorts.

Fifteen minutes later they drive into a warehouse district, and she gets off. Nightfury transforms, smiling when he sees Arcee's shadow on the ceiling of a warehouse shadow.

"So what's this about?" Thalia looks him up, and down, "You look better than the last time I saw you."

Nightfury nods, "Did you tell anyone about me?"

She crosses her arms "Oh sure, I went to school the next day, and told everyone I pulled a self-repairing motorcycle out of a smoking crater. Oh, and by the way, it turned out to be an alien robot."

He nods, "Good." Knockout, and Breakdown step out into sight as Nightfury aims Electro-Knuckles at Thalia. She jumps back in surprise, but he keeps them trained on her.

"What are you doing?!"

"You shouldn't have seen me," he says coldly. "The Decepticons can't afford to be known to the world."

"B-but I'd never tell anyone," she blurts. "A-and you owe me for giving you shelter!"

"No, I don't," he says, and powers up his knuckles.

She glances at the larger robots, "Three of you just for me?"

"Lord Megatron doesn't believe in taking chances," he says, and suddenly his hand is blasted from above. He looks up in mock surprise as Arcee leaps towards them, shooting both the larger bots.

Jack runs from cover, grabbing Thalia's arm, "C'mon!"

"Jack?!" She looks at him wide-eyed. He pulls her into the shelter of more buildings. Sounds of fighting sound behind them, and Bumblebee screeches to a stop in front of them. Raff opens the door, and scoots aside.

"Get in, hurry!"

She does, and starts breathing heavily, "_What _the _hell _is going on here?!"

"I was about to ask you that," Jack says. "What are you doing being friendly with a Decepticon?"

"A what? Look Jack, I just found that robot there in a smoking hole one night, and brought it home. It was a motorcycle then!"

Jack blinks, "Then the morning Arcee was attacked…"

"RC?" She furrows her eyebrows in confusion, "Jack, please tell me what's going on?"

She listens as Jack carefully explains what she already knows. Megatron's plan is working out perfectly.

Suddenly a Groundbridge opens, and Bumblebee drives right through it. She clings to the seat like she's never seen one before. A few seconds later she's in their base.

She gets out, staring around as Bumblebee transforms. She stares up at Bulkhead, Ratchet, and Optimus Prime. Her training, short as it is, is already picking out weak spots in all their forms.

She smiles up at them, "Hi… I'm Thalia."

Nico waves from a higher level, "Sweet! New club member!"

Onboard the Nemesis Soundwave shows Megatron that the tracer in Thalia's cellphone just went missing as soon as she passed into the Groundbridge. Megatron nods in understanding.

"No matter Soundwave," he says. "We can afford to bide our time." He chuckles as through Laserbeak they watch Arcee retreat into a second Groundbridge, and then Megatron laughs as he imagines his ultimate victory nearly in the palm of his hand.


	6. Chapter 5

**_Chapter Five_**

**_Retribution_**

Arcee watches as Nightfury steps through the Spacebridge with Nico, Xena, and Bulkhead.

"Long time no see Arcee," Bulkhead calls, waving. Arcee fist-bumps him, and then bends down to do the same with Nico.

Xena chuckles, and looks up through the clean air to where one of Cybertron's moons is clearly visible. She shudders as she remembers just what is waiting for anyone who dares set foot on that barren rock.

…

In the Past

Nightfury, and Xena walk through the woods. She stays close, but not close enough to get stepped on. She checks the readout on the inside of her helmet.

"According to Soundwave it should be around here someplace," she says. Their sensors had picked up a Decepticon distress beacon entering Earth's atmosphere, and Megatron had allowed her to accompany Nightfury on a routine investigation.

Nightfury sighs as they crest a hill, slashing a branch off a tree in irritation. Xena glances up at him, "What's wrong?"

He frowns, "Megatron was pleased with my last performance in the mission yesterday, why am I being sent on a fool's errand?"

"Because he doesn't anything more important right now?"

"Maybe," he concedes, and pauses. He bends down, and touches the ground curiously. "Interesting…"

She looks down, and sees footprints, big ones. She looks behind them, and notes they look almost identical to Nightfury's.

"We can't be going in circles," she reasons, noting a pair of human footprints too. However these ones don't match her combat boots.

Nightfury smiles, "Arcee, and Jack… maybe it was worth coming here after all."

She nods, and draws a knife out of her sleeve. This is her chance to prove she can be a fighter too. She checks her readout again, "Looks like they're headed for the ship, radio's still dead though."

He stands, and starts following the tracks, Xena following quickly. Nightfury bares his electro-knuckles in anticipation. Maybe Megatron will leave work like this to grunts if he brings him an Autobot head.

A few minutes later they come across the ship, and even to someone who's never seen one before it looks trashed. It's leaking Energon for crying out loud!

Xena turns on her Thermal Vision, "...Nothing here."

He scoffs, "Well it looks like we're going hunting."

She smiles, "I'll get Jack. Capture?"

"Or kill, I don't care," he stands. Then he takes off, following the tracks. Xena holds her knife in a reverse grip as she follows the human tracks.

Nightfury jumps into the treetops, swinging, and jumping on branches strong enough to hold his weight. He moves like this for a few minutes, following signs of a struggle until he sees his quarry.

Arcee battles furiously with another Cybertronian held aloft on thin legs out her back. He watches as some kind of substance shoots from the new Transformer's hands, pinning Arcee to a rock wall like webbing. He then smiles as she approaches Arcee, only a Decepticon moves in such a predatory fashion.

"Not bad," he says, and jumps down into view.

Arcee sighs, "Oh fantastic!"

The Decepticon turns, and blinks her glowing purple eyes. "Who are you?"

"Nightfury," he replies. "Lord Megatron detected your distress beacon. Who are you?"

"Airachnid," she says with a smile, transforming her lower half into two legs, and folding her spiderlike legs into her back. Nightfury looks past her at Arcee, and steps around Airachnid.

"Handy," he says. "But I suppose we all have our talents. Tell me Arcee, where's your human partner?"

"Another partner Arcee?" Airachnid giggles, "I thought you would have waited much longer after what I did to Tailgate."

Arcee flinches at the name, and Nightfury smiles, "Oh I agree, especially when her most recent partner, Cliffjumper, was extinguished not so long ago."

Airachnid holds her gut as she laughs, "Oh my!"

Arcee growls, "When I get out of this you're both SCRAP METAL!"

Nightfury brings out his electro-knuckles, "I doubt it. You see, I have a helper of my own, currently hunting Jack down."

Airachnid raises an eyebrow, "Jack? Her new partner is a human?"

"Yes," Nightfury nods. "Though they have their uses…"

Airachnid puts her hands on her hips, "Don't tell me that your "helper" is human as well."

He turns his head towards her, not saying anything. There's something in Ariachnid's smile he doesn't like. Suddenly she pins him to the wall next to Arcee, his front pressed to the stone.

"What is this?!" He glares at her.

"Maybe you misunderstood something," Airachnid says coolly, morphing back to her spiderlike form. "I may carry the Decepticon Shield, but I have no interest in the war anymore. No, I consider myself a collector."

He frowns, "Of what?"

"Indigenous species," Arcee growls. "She's here to hunt humans."

"Very good Arcee," Airachnid chuckles, and moves away in her insectoid fashion. Nightfury struggles, and pulls on his bonds as hard as he can, but as much as they flex they refuse to break.

"Lord Megatron will have my head," he mutters.

Arcee frowns, "Over a human? Why?"

"Why would I tell you?" He groans as he struggles, "You're an Autobot."

"And you're a Decepticon," Arcee retorts. "Difference is that I chose my side, you were made into yours."

Nightfury draws a blade from his wrist, and starts cutting himself free, "Your point?"

She sighs, "Do you hate Autobots because you choose to, or because you were made to?"

He blinks in surprise, and frows as he cuts his left side free. "Why would I choose not to hate an Autobot? Since I was made your kind has tried to kill me."

"Other way around," she grounds as she tries to pull free of the webbing. "But we don't have time to argue. Airachnid is out there, and if you're anything like me then you want a piece of her too. Cut me loose, and we'll take her down for good."

Nightfury stares at her, scoffs, and raises his blade.

Xena pauses on top of a hill, seeing Jack running around it. She slides down the opposite side, hiding behind a fallen tree, listening… At the last second she grabs Jack by the shirt, pinning him to the ground with her knife at his throat.

Jack lets out a startled cry, and keeps glancing back the way he came. She pauses in thought.

What could scare him so badly he'd all but ignore someone with a knife to his throat?

She bends down, looking under the log. She sees six spikelike feet stabbing into the ground, approaching quickly. She puts a hand over his mouth to keep him quiet, and scoots under the log with him as the steps get closer…

"Well well," Airachnid says. "Lookie what I found."

Xena tosses Jack to the side, and rolls to her feet, narrowly dodging when Airachnid stabs at her with a leg. She slashes at the limb, but all it does is kick up some sparks.

"Aw, that was almost cute," Airachnid coos as she bears down on Xena. "I might just keep you as a pet."

Xena surprises Airachnid by stepping into her, drawing a gun. She unloads three rounds into her chest, one of them penetrating. Airachnid rears back in pain as Xena grabs Jack's arm shouting, "Move!" Either Soundwave put a voice changer into her helmet, or jack's too scared to recognize her voice. Either way he doesn't need to be told twice. Airachnid hisses as she gives chase, and Xena peppers her with bullets.

"Got another one of those?" Jack pants as he runs.

"Not for you," she replies. The both end up tumbling down a hill. Jack lands on his side while Xena rolls onto her knees, gun raised.

Airachnid doesn't appear at the hilltop so she focuses on the trees, aiming high. Jack gets to his feet, pulling out a pocket knife.

"You've got to be kidding," Xena groans. "Keep moving!"

He huffs as he runs, and she covers their backs. Jack looks back at her, "Who are you anyways?"

"Xena."

"Right…"

Suddenly the ground erupts under them, and they're tossed onto their backs. Airachnid climbs nimbly out of the truck-sized hole, and bears down on them. Jack gets up, trying to run, but she blasts him with webbing, securing him to a tree.

"Now for you," she growls, charging Xena as she backs up, shooting.

CRASH!


End file.
